Securities Transfer Matters Sample Clauses

Securities Transfer Matters. (a) Purchaser is aware that the Seller may rely on the exemption from the provisions of section 5 of the Securities Act of 1933 (the “Securities Act”) provided by Rule 144A under the Securities Act (the “Rule”) and that, as a consequence, the Purchased Shares may be deemed to be “restricted securities” within the meaning of Rule 144(a)(3) under the Act and that Purchaser may resell the Purchased Shares only to the persons and under the circumstances permitted by applicable securities laws. Purchaser is a “qualified institutional buyer” as that term is defined in subsection (a)(1)(i)(A) of the Rule. (b) Purchaser is purchasing the Purchased Shares for its own account for investment purposes, and not with a view to, or for offer or sale in connection with, any distribution thereof whether in violation of the Securities Act or otherwise. (c) In purchasing the Purchased Shares, Purchaser has relied solely and exclusively upon its own independent investigation and the representations and warranties expressly made by Seller in this Agreement, and has conducted such due diligence concerning the Issuer and its business, affairs, financial condition and prospects as the Purchaser has deemed necessary or desirable, and, except for the representations and warranties expressly made by Seller in this Agreement, the Purchaser has not relied upon any representations, whether written or oral, made by or on behalf of Seller.
Sample 1Sample 2Sample 3See All (10)
AutoNDA by SimpleDocs
Securities Transfer Matters. (a) Purchaser is aware that the Sellers may rely on the exemption from the provisions of section 5 of the Securities Act of 1933 (the "Securities Act") provided by Rule 144A under the Securities Act (the "Rule") and that, as a consequence, the Shares will be deemed to be "restricted securities" within the meaning of Rule 144(a)(3) under the Act and that Purchaser may resell the Shares only to the persons and under the circumstances permitted by applicable securities laws. Purchaser is a "qualified institutional buyer" as that term is defined in subsection (a)(1)(i)(A) of the Rule. (b) Purchaser is purchasing the Shares for its own account for investment purposes, and not with a view to, or for offer or sale in connection with, any distribution thereof whether in violation of the Securities Act or otherwise. (c) In purchasing the Shares, Purchaser has relied solely and exclusively upon its own independent investigation and the representations and warranties expressly made by Sellers in this Agreement, and has conducted such due diligence concerning the Issuer and its business, affairs, financial condition and prospects as the Purchaser has deemed necessary or desirable, and, except for the representations and warranties expressly made by Sellers in this Agreement, the Purchaser has not relied upon any representations, whether written or oral, made by or on behalf of any of the Sellers.
Sample 1
Securities Transfer Matters. Section 7.1. CONVERSION AND EXERCISE...............................................................
Sample 1
Securities Transfer Matters. The Purchasers acknowledge and agree that the provisions of Section 5 of the Original Purchase Agreement, as amended pursuant to Section 3(c) above (the “Amended Original Purchase Agreement”), shall apply with respect to the Exchange Preferred Stock and the Conversion Shares, including, without limitation, that the certificates representing shares of Exchange Preferred Stock and the Conversion Shares shall bear the legend set forth in Section 5(c) of the Amended Original Purchase Agreement, subject to the limitations set forth therein.
Sample 1
Securities Transfer Matters. (i) BayStar understands that (A) the sale or resale of the Repurchase Shares have not been and, except as provided in Section 4(f) are not being, registered under the Securities Act or any state securities laws, and the Repurchase Shares may not be offered, sold or transferred, subject and in addition to the provisions Section 4(c) of this Agreement, unless (x) the offer, sale or transfer is made pursuant to and as set forth in an effective registration statement under the Securities Act covering the Repurchase Shares; or (y) BayStar shall have delivered to the Company an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the Repurchase Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; or (z) the offer, sale or transfer is made under and in compliance with Rule 144 under the Securities Act; and (B) neither the Company nor any other person is under any obligation to register such Repurchase Shares under the Securities Act or any state securities laws, except as set forth in Section 4(f). (ii) BayStar understands that until such time as the Repurchase Shares have been registered under the Securities Act (including registration pursuant to Rule 415 thereunder) as contemplated in Section 4(f) or otherwise may be sold by BayStar under Rule 144 under the Securities Act, the certificates for the Repurchase Shares shall bear a restrictive legend in substantially the following form: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or the securities laws of any state of the United States or in any other jurisdiction. The securities represented hereby may not be offered, sold or transferred in the absence of an effective registration statement for the securities under applicable securities laws unless offered, sold or transferred pursuant to an available exemption from the registration requirements of those laws. The sale, assignment, gift, bequest, transfer, distribution, pledge, hypothecation or other encumbrance or disposition of the shares represented by this certificate is restricted by and may be made only in accordance with the terms of an agreement between the Company and the original holder of the shares represented by the certificate, a copy of which may be obtained at the issuer’s principal office. The Company shall, immediately p...
Sample 1
Securities Transfer Matters 
Sample 1Sample 2Sample 3See All (28)

Related to Securities Transfer Matters

  • Securities Transactions The Subadviser and any affiliated person of the Subadviser will not purchase securities or other instruments from or sell securities or other instruments to the Fund; provided, however, the Subadviser or any affiliated person of the Subadviser may purchase securities or other instruments from or sell securities or other instruments to the Fund if such transaction is permissible under applicable laws and regulations, including, without limitation, the 1940 Act and the Advisers Act and the rules and regulations promulgated thereunder. The Subadviser, on its own behalf and with respect to its Access Persons (as defined in subsection (e) of Rule 17j-1 under the 1940 Act), agrees to observe and comply with Rule 17j-1 and its Code of Ethics (which shall comply in all material respects with Rule 17j-1), as the same may be amended from time to time. On at least an annual basis, the Subadviser will comply with the reporting requirements of Rule 17j-1, which may include either (i) certifying to the Adviser that the Subadviser and its Access Persons have complied with the Subadviser’s Code of Ethics with respect to the Subadviser Assets or (ii) identifying any violations which have occurred with respect to the Subadviser Assets. The Subadviser will have also submitted its Code of Ethics for its initial approval by the Board of Trustees no later than the date of execution of this agreement and subsequently within six months of any material change thereto.

  • Prior Securities Transactions No securities of the Company have been sold by the Company or by or on behalf of, or for the benefit of, any person or persons controlling, controlled by, or under common control with the Company since the date of the Company’s formation, except as disclosed in the Registration Statement.

  • Domestic Subcustodians and Securities Depositories The Custodian may deposit and/or maintain, either directly or through one or more agents appointed by the Custodian, Investments of the Fund in any Securities Depository in the United States, including The Depository Trust Company, provided such Depository meets applicable requirements of the Federal Reserve Bank or of the Securities and Exchange Commission. The Custodian may, at any time and from time to time, appoint any bank as defined in Section 2(a)(5) of the 1940 Act meeting the requirements of a custodian under Section 17(f) of the 1940 Act and the rules and regulations thereunder, to act on behalf of the Fund as a Subcustodian for purposes of holding Investments of the Fund in the United States.

  • Securities Matters The Company shall not be required to deliver Shares until the requirements of any federal or state securities or other laws, rules or regulations (including the rules of any securities exchange) as may be determined by the Company to be applicable are satisfied.

  • Foreign Subcustodians and Securities Depositories Unless instructed otherwise by the Fund, the Custodian may deposit and/or maintain non-U.S. Investments of the Fund in any non-U.S. Securities Depository provided such Securities Depository meets the requirements of an "eligible securities depository" under Rule 17f-7 promulgated under the 1940 Act, or any successor rule or regulation ("Rule 17f-7") or which by order of the Securities and Exchange Commission is exempted therefrom. Prior to the time that securities are placed with such depository, but subject to the provisions of Section 8.5 below, the Custodian shall have prepared an assessment of the custody risks associated with maintaining assets with the Securities Depository and shall have established a system to monitor such risks on a continuing basis in accordance with Section 8.5. Additionally, the Custodian may, from time to time, appoint (a) any bank, trust company or other entity meeting the requirements of an “eligible foreign custodian” under Rule 17f-5 or which by order of the Securities and Exchange Commission is exempted therefrom, or (b) any bank as defined in Section 2(a)(5) of the 1940 Act meeting the requirements of a custodian under Section 17(f) of the 1940 Act and the rules and regulations thereunder, to act on behalf of the Fund as a Subcustodian for purposes of holding Investments of the Fund outside the United States.

  • Foreign Securities Depositories Except as may otherwise be agreed upon in writing by the Custodian and the Fund, assets of the Portfolios shall be maintained in foreign securities depositories only through arrangements implemented by the foreign banking institutions serving as sub-custodians pursuant to the terms hereof. Where possible, such arrangements shall include entry into agreements containing the provisions set forth in Section 3.4 hereof.

  • SECURITIES SYSTEMS The Custodian may deposit and/or maintain securities owned by a Portfolio in a U.S. Securities System in compliance with the conditions of Rule 17f-4 under the 1940 Act, as amended from time to time.

  • Recent Securities Transactions, etc Except as contemplated in the Prospectus, subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, and except as may otherwise be indicated or contemplated herein or therein, the Company has not: (i) issued any securities or incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) declared or paid any dividend or made any other distribution on or in respect to its capital stock.

  • SECURITIES FORMS SECTION 201.

  • FOREIGN SECURITIES SYSTEMS Foreign securities shall be maintained in a Foreign Securities System in a designated country through arrangements implemented by the Custodian or a Foreign Sub-Custodian, as applicable, in such country.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!